Certificate of Secretary of the Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness the articles of incorporation and the bylaws of the Company, and (ii) the valid adoption of resolutions of the Board of Directors of the Company and the holders of the Company's stockholders approving this Agreement and the License Agreement and the consummation of the transactions contemplated hereby.
Certificate of Secretary of the Company. Surf Air shall have received a certificate, validly executed by the Secretary of the Company, for and on the Company’s behalf, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Requisite Stockholder Consent shall have been obtained, adopting and approving the Merger, this Agreement and the consummation of the transactions contemplated hereby.
Certificate of Secretary of the Company. Certificate of the Secretary of the Company dated the Closing Date with respect to corporate proceedings authorizing this Agreement and the transactions contemplated hereunder.
Certificate of Secretary of the Company. The Purchaser shall have been provided with a certificate executed by the Secretary of the Company to the following effect:
Certificate of Secretary of the Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger, this Agreement, the Related Agreements to which the Company is or will be a party, and the other transactions contemplated hereby and thereby were unanimously approved by the Board of Directors), and (iii) the valid adoption of this Agreement and approval of the Merger, the Related Agreements to which the Company is or will be a party and the other transactions contemplated hereby and thereby, in each case, by the Stockholder Consent whereby all requisite approvals of this Agreement, the Merger, the Related Agreements to which the Company is or will be a party and the consummation of the transactions contemplated hereby and thereby were obtained.
Certificate of Secretary of the Company. A certificate, validly executed by the Secretary of the Company, in the form attached hereto as Exhibit C;
Certificate of Secretary of the Company and Each Borrower. --------------------------------------------------------- The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the Company and each Borrower certifying as to the incumbency and genuineness of the signature of each officer thereof executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation or certificate of formation of the Company or the corresponding Borrower, as applicable, and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation (B) the bylaws or limited liability company agreements of the Company or the corresponding Borrower, as applicable, as in effect on the date of such certifications and (C) resolutions duly adopted by the board of directors of the Company or the corresponding Borrower, as applicable, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party.
Certificate of Secretary of the Company. Purchaser shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Requisite Stockholder Consent has been obtained, adopting and approving the Merger, this Agreement and the consummation of the transactions contemplated hereby.
Certificate of Secretary of the Company. Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Charter Documents, (ii) the valid adoption of resolutions of the Board of Directors of the Company (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Board of Directors) and (iii) that the Stockholder Consent has been obtained, adopting and approving the Merger, this Agreement and the consummation of the transactions contemplated hereby and approving or disapproving any payments or benefits that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the Code.
Certificate of Secretary of the Company. Purchaser shall have received a certificate in form and substance reasonably satisfactory to Purchaser, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Organizational Documents, (ii) as to the valid adoption of resolutions of the Company Board whereby the First Merger and the transactions contemplated hereunder were unanimously approved by the Company Board, (iii) that the Required Stockholder Approval has been obtained, and (iv) as to the occurrence and outcome of the vote on “parachute payments” under Section 280G of the Code as contemplated by Section 7.2(b).
